Verena Minerals Corporation
TSX VENTURE : VML

Verena Minerals Corporation

February 19, 2010 16:06 ET

Verena Minerals Announces New Board and Management Appointments and Significant Private Placement

TORONTO, ONTARIO--(Marketwire - Feb. 19, 2010) - Verena Minerals Corporation ("Verena" or the "Company")(TSX VENTURE:VML) is pleased to announce significant changes to the Board and Management as part of its strategy to develop the large Volta Grande Gold Project and commence an aggressive exploration program at the Patrocinio Gold Project, both located in Para State, Brazil.

Effective February 23, 2010, Messrs. Stan Bharti, P.Eng., Mark Eaton, and Peter Tagliamonte, P.Eng., MBA, will join Verena's Board of Directors, with two of the new directors filling existing vacancies, and the third new director replacing Mr. Terence Ortslan, who has agreed to resign to permit the Board changes. The four continuing directors of Verena are Stephen G. Roman, Walid El Koury Daoud, Rui Botica Santos and Douglas Scharf. In addition, effective February 26, 2010 provided the financing described below has been completed, Mr. Bharti will be appointed Chairman of the Board replacing Mr. Roman, Mr. Eaton will become President & CEO, replacing Mr. Roman, and Mr. Helio Diniz, based in Belo Horizonte, Brazil, will become VP, Exploration, replacing Mr. George Flach. Mr. Jeff Dawley has also agreed to step down as Verena's CFO, to be replaced by a new CFO appointed by the new Board.

As part of the commitment of the new Board and Management team to Verena and its assets, Stan Bharti, through his private equity firm, Forbes & Manhattan, Inc., has agreed to subscribe for the majority of the private placement financing to be completed through D&D Securities Company ("D&D"). The aggregate financing will be for up to 20 million units, at $0.25 per unit with each unit comprised of one common share and one warrant exercisable for 24 months at $0.50 per share. In addition, there will be an over-allotment provision or "greenshoe," for up to an additional 10% of the issue. Verena has entered into an engagement agreement with D&D to act as agent in the private placement financing, which is expected to be completed by February 26, 2010. Verena has agreed to issue D&D 1,000,000 common shares, as well as 1,000,000 warrants for units as compensation for completing the financing in full. This proposed financing is to be completed on a best efforts basis, subject to customary conditions including TSX-V approval.

"With the addition of the Bharti exploration and development team and a substantial monetary commitment, Verena shareholders should realize the substantial value of the Volta Grande asset," said Stephen G. Roman, Verena's President & CEO.

"Mr. Bharti has a first-class team located in Belo Horizonte, Brazil and a track record of creating value in Brazil with recent success such as Desert Sun Mining. We welcome the new directors' and the management team's involvement, and look forward to creating substantial shareholder value in Verena," said Mr. Roman.

New Board and Management Biographies

Stan Bharti, P.Eng

Internationally educated in Moscow and London as a professional mining engineer, Mr. Bharti has over the last two decades consistently grown multiple mining assets generating billions in market capitalization. Mr. Bharti is bottom line driven with an enormous capacity to manage multiple complex transactions. His considerable financial expertise is evidenced by the ability to raise over $750 million for precious and base metal projects across Europe, Australia, South and North American in 2007 alone.

Mark Eaton

Mr. Eaton is a graduate from Hull University, England and is an experienced investment professional with over 20 years of experience in equity capital markets specializing in the resource sector. He has held the position of Managing Director of Global Mining Sales, a division of CIBC World Markets of Toronto and Manager of US Equity Sales for CIBC World Markets. Mr. Eaton's most recent position was as a Partner and Director of Loewen Ondaatje McCutcheon Ltd., a Toronto-based investment dealer, which he held from January 2007 until he joined the Board of UEX Corporation in March, 2008.

Peter Tagliamonte, P.Eng., MBA

Mr. Tagliamonte is a professional mining engineer and also holds an MBA from the Richard Ivey School of Business, at the University of Western Ontario. He is the former President and CEO of Central Sun Mining Inc. and Chief Operating Officer of Desert Sun Mining Corp., where he was responsible for the development of the Jacobina Mine in Brazil into a 4,200 tonne per day mining operation. Mr. Tagliamonte has over 25 years of professional managerial experience building and operating mines worldwide, notably in Central and South America. In 2005, he received the Mining Journal's "Mine Manager of the Year" award in recognition for his work in the mining sector.

Helio Diniz

Mr. Diniz has over 25 years of experience, most recently as Director of Exploration, Brazil for Xstrata (formerly Noranda – Falconbridge). In this role, he was a primary discoverer of the world class Araguaia Nickel Deposits (+100 million tonnes, 1.5% Ni) which are currently undergoing scoping studies by Xstrata Nickel. He also assembled one of the most impressive property portfolios in the prolific Carajas Mineral District and the land position at Mangabal. Prior to that, he worked with GENCOR South Africa, and was involved in the evaluation and development of the Sao Bento gold mine in Brazil which operated for 25 years.

All of these changes have been agreed upon pursuant to an agreement made today between Verena and Forbes & Manhattan, Inc. (the "Agreement"), which provides the mechanics for implementing the Board and Management changes, along with the related financing. In addition, the Agreement provides that Robert F. Rose, who had filed a shareholder meeting requisition with Verena on January 28, 2010, immediately withdraws that demand.

With the completion of this financing and Verena's current treasury, the Company will be sufficiently financed to commence an aggressive exploration and development program at Volta Grande designed to increase reserves and resources and proceed with completing a feasibility study. Gryphon Partners will also remain in its role as financial advisor to assist and advise Verena's board on its various recent expressions of interest received from companies interested in the Volta Grande property and other Verena assets.

About Verena

Verena Minerals Corporation is a Canadian based mineral exploration company with a portfolio of properties including gold and Alexandrite gemstones in Brazil. Verena's prime focus is on expanding the deposit and completing a feasibility study on its 100% owned Volta Grande Project, located in Para State. Verena trades on the TSX Venture Exchange and currently has approximately 112 million common shares issued and outstanding.

Cautionary Statement on Forward Looking Information

This press release may include forward looking statements within the meaning of securities laws. Forward looking statements involve certain risks and uncertainties that could cause actual results to differ materially from what is currently expected. Accordingly, readers should not place undue reliance on forward looking statements. For a more detailed discussion of such risks and other factors, refer to Verena's filings with the Canadian securities regulators available on www.sedar.com or the Company's website at www.verena.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Verena Minerals Corporation
    Stephen G. Roman
    Chairman, President and CEO
    (416) 368-2998
    www.verena.com